What British Columbia requires
- A BC company files an annual report with the registrar every year, within 2 months after each anniversary of the date it was recognized, with information current to that anniversaryBusiness Corporations Act s. 51
- A company holds an annual general meeting at least once in each calendar year and not more than 15 months after the previous annual reference date, unless all the shareholders entitled to vote, by unanimous resolution, consent to all the business of that meeting or waive itBusiness Corporations Act s. 182 (1), (2) and (5)
- A unanimous resolution that consents to or waives the annual general meeting must select the company's annual reference date, a date on which that meeting could properly have been heldBusiness Corporations Act s. 182 (3)
- A unanimous resolution is one passed by being consented to in writing by all of the shareholders entitled to vote on it, and a consent resolution of shareholders is as valid as one passed at a meetingBusiness Corporations Act s. 1 (1), "unanimous resolution" · Business Corporations Act s. 180
- The directors may pass a resolution without a meeting if each director entitled to vote on it consents to it in writing; it is then as valid as one passed at a meetingBusiness Corporations Act s. 140 (3)
- The directors produce and publish financial statements for the latest completed financial year on or before each annual reference date, unless all of the shareholders, whether or not their shares vote, waive them by unanimous resolution (a waiver covers those statements only)Business Corporations Act s. 198 (2) · Business Corporations Act s. 200
- A company must have an auditor unless all of the shareholders, whether or not their shares vote, waive the appointment by unanimous resolution; the waiver lasts for one financial year onlyBusiness Corporations Act s. 203
- A private company keeps a transparency register of its significant individuals (name, date of birth, last known address, citizenship or residence, tax residence, when and how each is significant) and, every year within 2 months after the anniversary of its recognition, takes reasonable steps to confirm it is accurate, complete and up to dateBusiness Corporations Act s. 119.2 · Business Corporations Act s. 119.3
- The records office keeps, among other records, the register of directors, each director's consent to act, the minutes of meetings, every consent resolution of the shareholders and of the directors, and the financial statementsBusiness Corporations Act s. 42 (1)
- A company has at least one director (a public company at least 3), and a director's written consent to act keeps the appointment validBusiness Corporations Act s. 120 · Business Corporations Act s. 123
A unanimous resolution instead of the meeting
Most small BC companies do not hold a live annual general meeting. All of the shareholders entitled to vote can, by unanimous resolution, consent to all of the business of the meeting, and then the company does not have to hold it. A unanimous resolution means consented to in writing by every one of those shareholders, and it is as valid as a resolution passed at a meeting.
The resolution must also choose the company's annual reference date, a date on which the meeting could properly have been held. That date matters: the financial statements are due by it, and the next meeting must come within 15 months of it.
Financial statements and the auditor
The directors produce and publish financial statements for the latest completed financial year by each annual reference date. The shareholders can waive them, but only by unanimous resolution of all of them, including shareholders whose shares do not vote, and the waiver covers those statements only.
A company must have an auditor unless every shareholder, voting or not, waives the appointment by unanimous resolution. That waiver lasts for one financial year, so it is renewed each year.
The directors' resolutions
The directors can act without meeting: a resolution is passed when each director entitled to vote consents to it in writing. A company needs at least one director, and each director's written consent to act is kept in the records office along with every consent resolution of the shareholders and of the directors.
Annual report and transparency register
Every year, within 2 months after the anniversary of the date the company was recognized, it files its annual report with the registrar. In the same window, a private company takes reasonable steps to confirm that its transparency register of significant individuals is accurate, complete and up to date.
Common mistakes
- Forgetting to choose the annual reference date in the unanimous resolution.
- Having only the voting shareholders sign the auditor or financial statement waivers: every shareholder must sign them.
- Treating last year's auditor waiver as still in force: it covers one financial year.
- Filing the annual report without checking the transparency register in the same two months.
Sources
- Business Corporations Act s. 51, checked October 24, 2026
- Business Corporations Act s. 182 (1), (2) and (5), checked October 24, 2026
- Business Corporations Act s. 182 (3), checked October 24, 2026
- Business Corporations Act s. 1 (1), "unanimous resolution", checked October 24, 2026
- Business Corporations Act s. 180, checked October 24, 2026
- Business Corporations Act s. 140 (3), checked October 24, 2026
- Business Corporations Act s. 198 (2), checked October 24, 2026
- Business Corporations Act s. 200, checked October 24, 2026
- Business Corporations Act s. 203, checked October 24, 2026
- Business Corporations Act s. 119.2, checked October 24, 2026
- Business Corporations Act s. 119.3, checked October 24, 2026
- Business Corporations Act s. 42 (1), checked October 24, 2026
- Business Corporations Act s. 120, checked October 24, 2026
- Business Corporations Act s. 123, checked October 24, 2026
Last reviewed October 24, 2026. Next review due January 24, 2027. This page explains published rules to help you write your report. It is not legal advice; the official text linked above governs.